Lumexa Imaging Holdings Inc — Current Report (Form 8-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 12, 2025

Lumexa Imaging Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

(919) 763-1100

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On December 12, 2025, Lumexa Imaging Holdings, Inc. (the “Company”) closed its initial public offering (“IPO”) of shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a public offering price of $18.50 per share, pursuant to the Company’s registration statement on Form S-1 (File No. 333-291590), as amended (the “Registration Statement”), and as further described in the prospectus, dated December 10, 2025 (the “Prospectus”), filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), which is deemed to be part of the Registration Statement. In connection with the IPO and the closing of the IPO, the Company entered into the following agreements:

The terms of the Underwriting Agreement, the Stockholders Agreement and the Administrative Services Agreement are substantially the same as the terms set forth in the forms of such agreements filed as exhibits to the Registration Statement and as described therein. The terms of the Registration Rights Agreement are the same as the terms set forth in the version of such agreement filed as an exhibit to the Registration Statement and as described therein. Certain parties to certain of these agreements have various relationships with the Company. For further information, please refer to the section entitled “Certain Relationships and Related Party Transactions” in the Prospectus.

New Directors

Effective December 10, 2025, Brett Brodnax, Bridget Karlin, Dr. Matthew Lungren and Dr. Robert Mittl were appointed to the Board of the Directors of the Company (the “Board”). Ms. Karlin, Dr. Lungren and Dr. Mittl will each serve as a Class II director with a term expiring at the Company’s second annual meeting of stockholders following the IPO. Mr. Brodnax will serve as a Class III director with a term expiring at the Company’s third annual meeting of stockholders following the IPO.

Biographical and committee membership information for Mr. Brodnax, Ms. Karlin, Dr. Lungren and Dr. Mittl is set forth in the section entitled “Management” in the Prospectus and is incorporated herein by reference. There are no transactions in which Mr. Brodnax, Ms. Karlin, Dr. Lungren or Dr. Mittl have an interest requiring disclosure under Item 404(a) of Regulation S-K.

Indemnification Agreements

On December 12, 2025, in connection with the IPO, the Company entered into indemnification agreements with each of its directors and executive officers (the “Indemnification Agreements”). The Indemnification Agreements require, among other things, the Company to indemnify each such individual to the fullest extent permitted by law against certain liabilities that may arise by reason of such individual’s service to the Company, and to advance or pay certain expenses incurred as a result of any proceeding against such individual as to which he or she could be indemnified.

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The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, a form of which is attached as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Amended and Restated Certificate of Incorporation

On December 12, 2025, the Company’s Amended and Restated Certificate of Incorporation became effective. A description of the Amended and Restated Certificate of Incorporation is set forth in the section of the Prospectus entitled “Description of Capital Stock,” which description is incorporated herein by reference.

The foregoing description of the Amended and Restated Certificate of Incorporation is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Amended and Restated Bylaws

On December 12, 2025, the Company’s Amended and Restated Bylaws became effective. A description of the Amended and Restated Bylaws is set forth in the section of the Prospectus entitled “Description of Capital Stock,” which description is incorporated herein by reference.

The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

On December 12, 2025, the Company completed the IPO of 25,000,000 shares of Common Stock at a price to the public of $18.50 per share. The Company intends to use the net proceeds that it receives from the IPO to pay down a portion of its outstanding borrowings under its existing secured term loan facility with Barclays Bank PLC, as administrative agent, collateral agent, an issuing bank and swing line lender, and the other lenders party thereto, and for working capital, capital expenditures and other general corporate purposes.

(d) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.